The Joint Stock Company in Germany
The Joint Stock Company in GermanyUpdated on Thursday 09th March 2023
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Germany has a vast legislation on the registration and management of companies. However, certain types of companies must abide by certain laws. Even if the German Commercial Code provides the main regulations for setting up a company in the country, the joint stock company (Aktiengesellschaft, AG) falls under the specific regulations of the German Stock Corporation Act (AktG). The Stock Corporation Act governs the procedural matters on:
- the incorporation procedures,
- powers of the supervisory board of the German AG,
- the rights and obligations of the shareholders,
- the share capital requirements,
Among the other laws governing joint stock corporations are the German Civil Code and the Insolvency Code. For complete information about the legislation on joint stock corporations you may also ask our German attorneys.
Requirements to open a joint stock company in Germany
German joint stock corporations may be registered by one person or legal entity and the main documents with respect to its registration are the Articles of Association. The German AG’s management system is dualistic and it must be divided into the management board and the supervisory board. The management board will manage the German AG’s day-to-day activities, while the supervisory board acts as a non-executive director and will monitor the management board’s activities. The shareholders of the German company will exercise their powers during the annual general meeting or other extraordinary meetings.
Below, we present the main characteristics of a joint stock company in Germany:
When it comes to share capital requirements, a German joint stock corporation must have a minimum share capital of 50,000 euros. However, only 12,500 euros must be deposited upon the incorporation of the company. The German joint stock company’s name must contain the words Aktiengesellschaft or the abbreviation AG. The company may not operate until it has been registered with the German Commercial Register.
Accounting requirements for the German AG
The German joint stock company must register for taxation purposes. The management board is required to maintain the accounts. They must also prepare the annual accounts, the annual balance sheet, the profit and loss statements and other notes on the bookkeeping. The accounts will be verified by the supervisory board.
A German joint-stock company will be subject to the local GAAP or IFRS for accounting purposes. Moreover, companies are required to keep their books in the country, however, our accountants in Germany can also give you details about the option to keep the books in electronic format. You can discuss more about these requirements with our team.
With respect to the taxation of German joint stock companies, they will be subject to the corporate tax, the dividend tax and the trade tax. Depending on the types of goods or services they provide.
Our local team of accountants is also able to provide you with information on the need to register for VAT in Germany. This assessment is based on the size of your company, as well as the recorded annual turnover (for the previous calendar year), and/or the estimated turnover for the current calendar year. You can rely on our assistance for VAT registration, as well as filing and payment compliance.
EORI registration in Germany is required when the company is involved in trade activities.
If you need help with the registration procedure for a joint stock corporation you can contact our lawyers in Germany.